Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2015

GOLDEN PHOENIX MINERALS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-22905

(Commission File Number)

41-1878178

(IRS Employer Identification No.)

125 East Main Street, Suite 602

American Fork, Utah 84003

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (801) 418-9378

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On October 1, 2015, Golden Phoenix Minerals, Inc. (the “Company”) issued a press release announcing a settlement and mutual release agreement with David Caldwell et al regarding litigation pertaining to a Peruvian mining venture.

A copy of the press release is furnished herewith as Exhibit 99.1.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release dated October 1, 2015 entitled, “Golden Phoenix Announces Litigation Settlement Agreement and Resulting Significant Reduction in Liabilities”

The information contained in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation by reference language in any filing.

Portions of this report may constitute “forward-looking statements” defined by federal securities laws. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOLDEN PHOENIX MINERALS, INC.
Date: October 1, 2015
	By:/s/ Dennis P. Gauger
	Name: Dennis P. Gauger
	Title: Chief Financial Officer and Corporate Secretary

Exhibit 99.1

Golden Phoenix Announces Litigation Settlement Agreement and Resulting Significant Reduction in Liabilities

AMERICAN FORK, UTAH, October 1, 2015 - Golden Phoenix Minerals, Inc. (OTC Bulletin Board: GPXM) (“Golden Phoenix” or the “Company”) announced today that it has reached a settlement and mutual release agreement dated September 24, 2015 with David A. Caldwell (“Caldwell”) et al regarding litigation pertaining to a Peruvian mining venture (the “Agreement”).

The parties have agreed to settle all disputes and a lawsuit originally filed by the Company in October 2013. Settlement terms include the extinguishment of disputed Company notes payable totaling approximately $913,000 and forgiveness of approximately $190,000 in disputed invoices related to Peruvian operations.

In addition, Caldwell granted to the Company an option to purchase up to 1,000,000 shares owned by Caldwell in a private Canadian mining company in four blocks of stock, each comprising 250,000 shares, for a defined purchase price (the “Stock Options”). The Company will have the right to purchase one or all blocks of stock at any time beginning at the close of a current financing by the Canadian mining company and continuing until the 24-month anniversary of the Agreement. Contingent on the exercise of the Stock Options at some point over the next 24 months, the Company agreed to pay Caldwell approximately $45,000 in back pay, an amount already recorded on the books of the Company.

Commenting on the settlement, Donald Gunn, President of the Company, stated, “The conclusion of this disruptive and lengthy litigation will now allow us to focus on the operations of the Company, particularly the exploration and development of our Nevada properties. Our financial condition has been significantly improved through the extinguishment of more than $1 million in disputed liabilities.”

About the Company: Golden Phoenix Minerals, Inc. is a U.S. mining and exploration company with significant property holdings in the Silver Peak Mining District near Tonopah, Nevada. The Company seeks to maximize the value of its gold and silver assets through exploration, joint venture, or mineral royalties. More information on the Company can be found at www.goldenphoenix.us.

Forward-Looking Statements: Information contained herein regarding pending legal matters or strategy, optimism related to the business, expanding exploration, development activities and other such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to the safe harbors created thereby. While the Company believes such statements are reasonable, they are based on current expectations, estimates and projections about the Company's business and are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Actual results could vary materially from the description limited herein due to many factors including continued market prices for the Company’s mineral products, domestic and international business and economic conditions, and other risk factors listed in the Company's Securities and Exchange Commission (SEC) filings under “risk factors” and elsewhere. The Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

For More Information, Contact:

Golden Phoenix Investor Relations

Telephone (801) 418-9378

Email: investors@goldenphoenix.us